PRETORIA – Portfolio manager for listed properties at the Public Investment Corporation (PIC) Gaanewe Adams on Tuesday said her involvement in the PIC’s investment into AYO Technology Solutions was akin to jumping on to a moving train.
Adams was making her submissions to the PIC Commission of Inquiry, where she said she signed documents in her acting capacity as general manager for listed equities, as well as double-checking everything with the then chief executive Dr Dan Matjila.
My first encounter with the Ayo Transaction: 19 December 2017
I was the acting general manager for listed equities from December 18 to December 22, 2017. l checked With the general manager of listed equities: Lebogang Molebatsi, if there is anything I should be aware of before he went on leave and the (AYO) Transaction was not mentioned.
l was first made aware of the Transaction on December 19, 2017, when I was approached by the assistant portfolio manager of non-consumer industrials, Victor Seanie, with the memo for the Transaction which needed my signature (amongst other signatures) in my capacity as the acting GM at the time.
l then sent Lebogang Molebatsi a text message asking if he was aware of the Transaction. lf l recall well his response was that he was aware and that l should speak to Victor about it.
l enquired with Victor whether the Transaction had been presented to the Portfolio Management Committee (PMC) and approved. He responded that the Transaction had not been presented as the scheduled PMC meeting for the previous week had been cancelled. He also mentioned that efforts had been made to approve the Transaction via a “Round Robin” which was also not successful as not all members of the PMC could not be reached.
He mentioned that the former chief executive officer of the PIC, Dr Daniel Matjita had said that payment for PIC’s participation in the AYO initial public offering should be effected and the process would be ratified at the next PMC meeting.
He also mentioned that Dr Dan was in fact on the premises of the PIC at that time although he was apparently on leave.
l asked if we could both see him (Dr Dan) to enable me to get a clear instruction from him. I needed the assurance as the Transaction had not been mentioned to me before. We were able to locate Dr Dan and to my recollection, he repeated what Victor Seanie had said that we should proceed with the payment and the process would be ratified at the next PMC meeting.
I then also learnt through an email forwarded to me by Head of Quants: Simphiwe Maphumulo that Dr Dan had also requested some of my colleagues to liquidate some positions to create liquidity for the Transaction.
l asked my colleagues if we could all have a brief meeting with Dr Dan to ensure that we all understood the instruction. From my recollection present at the meeting was myself, Leon Smit: acting head of listed investments, Simphiwe Maphumulo: head of quants and Emile Annandale: head of dealing. lf I recall well Victor Seanie may have been there as well.
We had the brief meeting and l then asked Dr Dan to kindly write the instruction in an email and also copy my direct line managers: Lebogang Molebatsi and Fidelis Madavo – executive head of listed investments. Dr Dan sent the instruction via email as requested which said that we should create liquidity to settle the subscription of shares in AYO.
Having received instruction in writing, I signed the payment memorandum on December 19, 2017, as a reviewer of the document.
There was another related memorandum compiled to request an increase of trading limits on our trading system to allow myself and another portfolio manager to trade on the system. l also signed the said documents as a reviewer.
I phoned Dr Dan in the afternoon requesting him to give us an instruction or an indication that we can go ahead with the settlement processes even though the transaction or approval had not yet been ratified by PMC as I was still feeling uneasy. He said I could write him an email which he would respond to. The call was then followed by an email from me to him where l repeated the request. He responded through an email that we should proceed with the settlement processes and that the PMC will be asked to ratify at the next meeting as most of the members were already on leave. I do not recall a transaction whereby the payment memo is signed before approval.
The transaction was loaded on the system on the morning of the 20th of December 2017. The transaction was loaded in two parts as per the allocation spreadsheet that was sent by the broker via Investment Administration/Finance to listed equities. There was R499 999 958 and R3 790 654 207 worth of AYO shares loaded in two parts.
l then learned via email around mid-day on the same day that the office of the Company Secretary was trying to arrange PMC meeting for that day to discuss the transaction.
The PMC meeting to approve the transaction was held on the day (20 December 2017) and Victor presented the Transaction to the PMC. Permanent members of the PMC that were present on that day from my recollection were Dr Dan and Chief Financial Officer of the PIC, Matshepo More. If I recall well Dr Dan was also meant to be on leave on the day but he was present at the meeting and dressed casually. The majority of the other members was made up of people who were in their acting capacities. The PMC deliberated on the risk to the transaction and how these could be mitigated. lt was later resolved to approve the Transaction with the proposed conditions precedent.
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